Ancora Holdings Group LLC (together with its affiliates, “Ancora”), a meaningful shareholder of H.B. Fuller Company (NYSE: FUL) (“H.B. Fuller” or the “Company”), today released the below correspondence sent to the Company’s Board of Directors regarding Ancora’s proposal to acquire H.B. Fuller’s Building Adhesive Solutions (“BAS”) segment for between $1.1 billion and $1.2 billion in cash.
The full text of the letter follows:
August 12, 2026
H.B. Fuller Company
Attn: The Board of Directors
1200 Willow Lake Boulevard, P.O. Box 64683
St. Paul, Minnesota 55164-0683
Members of the Board of Directors (the “Board”),
As you know, Ancora Holdings Group LLC (together with its affiliates, “Ancora” or “we”) is a meaningful shareholder of H.B. Fuller Company (“H.B. Fuller” or the “Company”). We have $11.7 billion in assets under management and a track record of raising additional as-needed capital thanks to our strong institutional and private client relationships. Our financial strength is supported by a deep bench of advisory and operating partners with experience across industrial sectors, including the specialty chemicals industry. It is disappointing that all of you seemed to overlook these facts when we tried to engage in good faith with H.B. Fuller before you irreversibly finalized the objectionable agreement for the pending acquisition of Advanced Medical Solutions plc (“AMS”).
As evidenced by our recent entry into a cooperation agreement with Ashland Inc., we always strive to work collaboratively with our portfolio companies. That is why, on July 7, 2026, we privately re-engaged with Celeste Mastin, H.B. Fuller’s President and Chief Executive Officer, and Rasmussen, Chair of the Board, to express interest in partnering on a “carve-out” transaction involving the Company’s Building Adhesive Solutions (“BAS”) segment. Unfortunately, we have not received a substantive reaction from Ms. Mastin, Ms. Rasmussen, or any of you. We fear your collective preference for entrenchment is once again impairing your judgement and undermining shareholders’ best interests. Your posture is especially confounding when considering an all-cash transaction for BAS could:
- Support and accelerate leadership’s stated deleveraging goals;
- Enable leadership to simultaneously increase its focus on the intended integration of AMS while continuing to execute on Project Quantum Leap;
- Position leadership to exit a segment that has lower margins in a highly fragmented market; and
- Solidify a potentially indefinite end to public activism.
Given the aforementioned factors and our view that shareholders would be very supportive of this type of transaction, we are formally proposing that Ancora acquire the Company’s BAS segment for between $1.1 billion and $1.2 billion in cash (the “Acquisition”). It has now been a month since we privately approached leadership about this win-win outcome for all of the Company’s shareholders and stakeholders. Since we have not received anything resembling a coherent or substantive response, we feel compelled to make our fellow investors aware of your latest instance of seemingly irrational and self-serving behavior. Engaging with us is a better use of leadership’s time than delivering ineffective media interviews that have done absolutely nothing to boost H.B. Fuller’s value or fix its leverage issue.
We also believe our proposal carries an attractive purchase multiple. Given our familiarity with the BAS segment and experience in the sector, we would only require a customary due diligence window. We are prepared to immediately enter into a confidentiality agreement to commence and carry out this diligence.
ADDITIONAL PROPOSAL DETAILS
The Acquisition would be subject to the following conditions: (i) receipt of required Board and any shareholder approvals; (ii) receipt of any required governmental and third-party approvals (including the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Act, to the extent required, and any required consents under any material contracts); (iii) completion of confirmatory due diligence; and (iv) the negotiation and execution of a definitive agreement providing for the Acquisition containing customary terms and conditions for a transaction of this type and size. Ancora is highly confident it has the ability to secure necessary financing. Regardless, Ancora believes it has the financial wherewithal to consummate the Acquisition; accordingly, the Acquisition would not be subject to any financing contingency.
We, together with our legal advisors Olshan Frome Wolosky LLP and operating partners, are ready to conduct the due diligence required, negotiate and prepare definitive documentation, and finalize and enter into binding agreements, including, without limitation, any required financing commitments, in short order. We are prepared to devote considerable resources to completing this Acquisition. We are confident that with your cooperation, we will be able to execute a definitive transaction agreement without delay.
Please note that our proposal is based entirely on publicly available information. If upon further due diligence, we become aware of some component or aspect of the business and its prospects that evidences additional value inherent in BAS, we are prepared to adjust our proposed price to reflect this new information.
Of course, this letter only constitutes an expression of interest and does not create and shall not be deemed to constitute any legally binding or enforceable obligations on the part of either of us until a definitive transaction agreement is executed. We reserve the right to withdraw or modify any proposal at any time and for any reason.
NEXT STEPS
We ask that the Board’s independent members finally let us know if H.B. Fuller wants to explore the contemplated transaction. Perhaps we were wrong in early July when we assumed that the Company’s Chief Executive Officer and Chair were the right channels to communicate through. If there is interest, our respective legal advisors can connect about structuring a mutually agreeable confidentiality agreement that enables us to proceed with diligence associated with the Acquisition. Rather than running a multi-year campaign to remove and replace several of you due to chronic underperformance, we hope to begin working together to deliver a truly win-win transaction for H.B. Fuller and its shareholders.
Regards,
Fredrick D. DiSanto, Chairman and Chief Executive Officer, Ancora Holdings Group LLC
James Chadwick, President, Ancora Alternatives LLC
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. Ancora Alternatives is the alternative asset management division of Ancora Holdings Group, investing across three primary strategies: activism, multi-strategy and commodities. For more information about Ancora Alternatives, please visit www.ancoraalts.com.
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